Industries: Consolidations, Divestitures, Addressing Consumer Sentiment and Fueling Growth Panel Tiffany Friesen Milone Assistant Managing Editor Bloomberg BNA Antitrust & Trade Regulation Report Mike Abbott Moderator Partner Faegre Baker Daniels Jon Levin Managing Director Consumer & Retail Mergers and Acquisitions Credit Suisse Securities (USA) Mark R. Belgya Vice Chair and Chief Financial Officer The J.M. Smucker Company The J. M. Smucker Company Growth 1
The J. M. Smucker Company Founded in 1897 by Jerome M. Smucker Listed on NYSE since 1965 Headquartered in Orrville, Ohio Five generations of family leadership Commitment to quality and consumer trust Principles-based company 7,500 Employees North American Focus Our Key Acquisitions Acquisitions have brought new brands, categories and capabilities CY Three Platforms for Growth COFFEE CONSUMER AND NATURAL FOODS PET FOOD AND SNACKS Growth 2
Long-Term Value Creation Indexed Total Return $800 $700 $600 SJM versus Major Indices May 16, 2001 through May 16, 2016 1YR 5YR 10YR 15YR CAGR % Smucker (14.1%) Smucker 12.9% 14.4% 16.2% 14.1% S&P 500 Food 18.5% 16.9% 12.9% 10.8% S&P 500-0.5% 11.6% 7.1% 5.3% $500 $400 Dow Jones - 0.6% 9.9% 7.3% 5.7% Note: These figures assume all dividends are reinvested when received and are based on $100 invested in our common shares and the referenced index funds on May 16, 2001. S&P 500 Food (10.8%) $300 $200 DJIA (5.7%) S&P 500 (5.3%) $100 $0 2001 2006 2011 2016 Food & Beverage M&A Market Update 1. Overall 2015 M&A Review 5/20/2016 9 Growth 3
2015 was the Strongest Year on Record for Dollar Volumes Global transactions 2016 marks the third year of the current M&A cycle ($ in trillions) 46,683 44,325 42,840 40,757 42,191 42,220 42,314 39,846 38,909 35,279 40,051 $4.7 $4.5 38,110 32,340 32,325 30,368 29,476 29,114 $3.8 25,935 $3.4 $3.5 $3.5 23,861 26,747 $2.9 $2.7 19,750 $2.6 $2.4 $2.6 $2.6 $2.4 16,206 $2.1 13,919 13,994 $1.9 $1.7 $1.7 14,181 12,393 13,348 $1.0 $1.1 $1.2 $1.3 10,002 $1.2 $0.4 $0.3 $0.3 $0.4 $0.6 $0.9 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 YTD YTD April April Dollar volume Number of transactions 2015 2016 Source: Thomson Reuters based on announced transactions. 10 Global M&A Historical Multiples Median EV / EBITDA over time 10.5x 10.9x 10.9x 10.2x 10.7x 9.0x 8.4x 8.7x 8.6x 8.6x 7.6x 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Source: Thomson Financial Securities Data Company. Note: EBITDA multiples calculated for all global deals where information is available, deals with negative EBITDA multiples and multiples greater than 50 have not been included in the analysis. 11 2015 M&A Volumes were Dominated by Strategic Mega-Deals M&A transactions by dollar volume 2000 2007 2015 6% 21% 16% 24% 14% 65% 78% 17% 59% < $10bn $10bn 30bn > $30bn Number of M&A transactions 2000 2007 2015 > $30bn 13 5 18 $10bn 30bn 45 43 71 $5bn 10bn 52 84 74 Source: Thomson Reuters based on announced transactions. 12 Growth 4
While Financial Sponsors have been Active in Monetizing Assets, New LBO Activity has been Muted LBO activity ($ in billions) No. of deals $700 4,000 $600 3,500 $500 3,000 2,500 $400 2,000 $300 1,500 $200 1,000 $100 500 $0 0 2000 2003 2006 2009 2012 2015 Sponsor sell side activity ($ in billions) No. of deals $700 4,000 $600 3,500 $500 3,000 2,500 $400 2,000 $300 1,500 $200 1,000 $100 500 $0 0 2000 2003 2006 2009 2012 2015 Deal value Estimated financial sponsor cash ( dry powder ) Number of deals ($ in billions) $1,400 $1,200 $1,000 $800 $600 $400 $400 $400 $550 $800 $1,000 $1,050 $1,030 $975 $1,000 $960 $1,075 $1,190 $1,325 $200 $0 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Source: Thomson Reuters, Prequin. 13 Regional M&A Trends Highlight Strong M&A inflows into North America Cross-border M&A flow has been strong in stable, developed markets < < > > < < < Cross border flows $200bn+ $100 200bn $50 100bn $5 50bn LBO activity Sponsor sell side activity % of YoY M&A volumes by region 2015 share change $328 $280 $237 $216 $150 $105 $5 $56 $27 $10 Central Middle North America Europe Asia Pacific & South East & America Africa Inbound Outbound North America 51% 58% Asia Pacific 26% 61% Europe 19% 8% Central and South America 2% (29%) Middle East and Africa 2% (2%) Source: Thomson Reuters. (1) Includes activity only across regions (for example, Europe inbound to North America), but excludes intra-regional (for example, UK / Germany) cross border. Regional and intra-regional cross-border activity was 33% of total global M&A. 14 2. Food & Beverage M&A Observations 5/20/2016 15 Growth 5
Food & Beverage M&A Activity Remains Consistent with Overall M&A Cycles Food & Beverage M&A activity reached all-times high in terms of dollar volume in 2015 ($ in billions) 506 517 492 504 516 523 558 610 542 491 565 596 549 474 538 528 $297 $186 $146 $159 $153 $67 $61 $38 $53 $71 $59 $87 $86 $100 $88 $102 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Food & Beverage Dollar Volume Food & Beverage Transactions Source: Thomson Reuters based on announced transactions. 16 Food & Beverage M&A Historical Multiples Median EV / EBITDA over time North America: 9.5x Europe: 10.8x Rest of World: 12.2x 11.9x 11.6x 11.8x 11.4x 10.7x 9.7x 9.8x 10.1x 9.1x 8.4x 8.0x 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Source: Thomson Financial Securities Data Company. Note: EBITDA multiples calculated for all global deals where information is available, deals with negative EBITDA multiples and multiples greater than 50 have not been included in the analysis. 17 New Food & Beverage LBO Activity Remains Near All-time Highs Percentage of Food & Beverage deals with sponsor involvement 12.4% 12.1% 12.1% 8.1% 3.4% 5.8% 5.9% 1.9% 2.4% 10.1% 5.0% 6.4% 3.9% 9.4% 5.7% 9.9% 5.7% 6.6% 3.4% 5.5% 4.1% 8.6% 6.5% 7.3% 5.1% 6.7% 5.4% 8.2% 5.6% 8.6% 9.9% 10.2% 4.7% 3.9% 3.5% 5.2% 2.5% 3.6% 4.1% 3.1% 1.5% 2.0% 2.1% 1.3% 2.6% 3.8% 2.2% 1.9% 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 % Leveraged Buyout % Sponsor Sellside Source: Thomson Reuters based on announced transactions. 18 Growth 6
Food & Beverage M&A Volume has Grown Across the Globe North America 83 transactions $122bn total volume Europe 127 transactions $145bn total volume Central & South America 24 transactions $3bn total volume Middle East & Africa Asia Pacific 276 transactions 35 transactions $25bn total volume $3bn total volume % of YoY M&A volumes by region 2015 share change Europe 95% 624% North America 80% 158% Asia Pacific 17% (16%) Central & South America 2% (4%) Middle East & Africa 2% 96% Source: Thomson Reuters. 19 M&A in Food & Beverage has been Driven by a Variety of Catalysts Objective Desire for accretive growth Selected examples + + Mergers for scale in competitive environment Split / Spin Activism Portfolio pruning (corporate carve-outs) Impact of non-traditional investors Source: Thomson Reuters based on announced transactions. 20 M&A Dynamics within Consumer Subsectors Level of consolidation Strong category growth High public valuation Synergies PE ownership / Assets in play Commentary Food Mid-cap consolidation; growth assets; portfolio pruning Agribusiness & Protein International, value-add products Alcoholic beverages Craft beer acquisitions; potential spirit mergers if social issues resolve Nonalcoholic beverages New age beverages Note: Likelihood of M&A activity denoted by: High Medium Low 21 Growth 7
What to Expect in 2016 Fewer mega-deals Fewer separation transactions Continued consolidation of mid-caps Continued acquisition activity for growth assets Valuations may contract overall Asset reshuffling between large and mid-caps Increase in domestic transactions US buyers will be cautious investing overseas Limited sizeable LBO activity Sellside processes will have a strategic bias Sponsor activity will generally be smaller and with lower leverage 22 Discussion Tiffany Friesen Milone Assistant Managing Editor Bloomberg BNA Antitrust & Trade Regulation Report Panelists Jon Levin Managing Director Consumer & Retail Mergers and Acquisitions Credit Suisse Securities (USA) Mark R. Belgya Vice Chair and Chief Financial Officer The J.M. Smucker Company Moderator Mike Abbott Partner Faegre Baker Daniels Questions Tiffany Friesen Milone Assistant Managing Editor Bloomberg BNA Antitrust & Trade Regulation Report Mike Abbott Moderator Partner Faegre Baker Daniels Jon Levin Managing Director Consumer & Retail Mergers and Acquisitions Credit Suisse Securities (USA) Mark R. Belgya Vice Chair and Chief Financial Officer The J.M. Smucker Company Growth 8
Industries: Consolidations, Divestitures, Addressing Consumer Sentiment and Fueling Growth Growth 9